EXHIBIT 10.4

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THESE  WARRANTS  AND THE SHARES OF COMMON STOCK AND OTHER  WARRANTS  THAT MAY BE
PURCHASED ON THE EXERCISE HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES  LAWS. THESE WARRANTS AND THE
SHARES OF COMMON STOCK AND OTHER  WARRANTS THAT MAY BE PURCHASED ON THE EXERCISE
HEREOF ARE BEING OFFERED AND SOLD FOR INVESTMENT.  EXCEPT AS PROVIDED IN SECTION
7(b) HEREOF,  THESE WARRANTS MAY NOT BE TRANSFERRED.  THE SHARES OF COMMON STOCK
AND OTHER  WARRANTS  ISSUED OR  ISSUABLE  UPON  EXERCISE OF THESE  WARRANTS  ARE
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT.

                                                LINKSXPRESS.COM, INC.

                                        CLASS A WARRANTS FOR THE PURCHASE OF
                                             SHARES OF COMMON STOCK OF
                                               LINKSXPRESS.COM, INC.
                                              (A Colorado Corporation)

                                    VOID AFTER 5:00 P.M., CENTRAL STANDARD TIME,
                                                ON SEPTEMBER 20, 2002

         LinksXpress.com,  Inc., a Colorado  corporation (the "Company")  hereby
certifies that JVWeb, Inc., a Delaware corporation  (together with its permitted
assigns, the "Registered  Holder"),  is the holder of 1,000,000 of the Company's
Class A Warrants (singly,  a "Warrant," and  collectively,  the "Warrants") thus
entitling  it,  subject  to the terms  set forth  below,  to  purchase  from the
Company,  at any time or from time to time on or after September 20, 1999 and on
or before the earlier of September 20, 2002 at not later than 5:00 p.m. (Central
Standard  Time),  to purchase one share of Common Stock of the Company  ("Common
Stock") for each Warrant at a purchase  price of $2.00 per share.  The number of
shares purchasable upon exercise of a Warrant, and the purchase price per share,
each as adjusted  from time to time  pursuant to the  provisions of this Warrant
Certificate,  are  hereinafter  referred  to as  the  "Warrant  Stock"  and  the
"Purchase Price", respectively.

1.       Exercise.

         (a) This Warrant Certificate may be exercised by the Registered Holder,
in whole or in part, by surrendering this Warrant Certificate, with the purchase
form appended  hereto as Exhibit A duly executed by such Registered  Holder,  at
the  principal  office of the Company,  or at such other office or agency as the
Company may  designate,  accompanied  by payment in full,  by bank or  certified
check in lawful money of the United  States,  of the Purchase  Price  payable in
respect of the number of shares of Warrant Stock purchased upon such exercise.

         (b) Each  exercise of a Warrant  shall be deemed to have been  effected
immediately  prior to the close of  business  on the day on which  this  Warrant
Certificate shall have been surrendered to the Company as provided in subsection
1(a)  above.  At such  time,  the  person or  persons in whose name or names any
certificates  for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1(c) below shall be deemed to have become the holder or holders of
record of the Warrant Stock represented by such certificates.

         (c) As soon as practicable after the exercise of a Warrant,  and in any
event within ten (10) days thereafter,  the Company at its expense will cause to
be issued in the name of, and delivered to, the Registered  Holder,  or, subject
to the terms and conditions  hereof,  as the Registered  Holder (upon payment by
the Registered Holder of any applicable transfer taxes) may direct:

                  (i) a  certificate  or  certificates  for the  number  of full
shares of Warrant Stock to which such  Registered  Holder shall be entitled upon
such exercise  plus, in lieu of any  fractional  share to which such  Registered
Holder would  otherwise be entitled,  cash in an amount  determined  pursuant to
Section 3 hereof, and

                  (ii) in case such  exercise is in part only,  a new warrant or
warrants (dated the date hereof) of like tenor,  calling in the aggregate on the
face or faces thereof for the number of shares of Warrant  Stock equal  (without
giving effect to any adjustment therein) to the number of such shares called for
on the  face of  this  Warrant  Certificate  minus  the  number  of such  shares
purchased by the Registered  Holder upon such exercise as provided in subsection
1(a) above, and

                  (iii) a warrant certificate  substantially in the form of this
Warrant Certificate except that such warrant certificate shall provide that:

                           (aa)  The   warrant   certificate   shall   represent
         2,000,000  of the  Company's  Class B  Warrants  entitling  the  holder
         thereof to purchase from the Company,  at any time or from time to time
         on or after the  issuance  thereof  and on or  before  the  earlier  of
         September 20, 2005,  one share of Common Stock for each Class B Warrant
         at a purchase price of $3.00 per share;

                           (bb)  Upon the  exercise  of a Class B  Warrant,  the
         exercising  holder  thereof  shall  receive one the  Company's  Class C
         Warrants entitling the holder thereof to purchase from the Company,  at
         any time or from time to time on or after the  issuance  thereof and on
         or before the earlier of September 20, 2008,  one share of Common Stock
         for each Class C Warrant at a purchase price of $5.00 per share; and

                           (cc) Each Class B Warrant shall be  redeemable,  at a
         redemption  price shall be $.01 per Class B Warrant,  at any time after
         the Common Stock has had, for 10 consecutive  trading days, a per-share
         closing price above $3.25, and Class C Warrant shall be redeemable,  at
         a redemption price shall be $.01 per Class C Warrant, at any time after
         the Common Stock has had, for 10 consecutive  trading days, a per-share
         closing price above $5.50.




2.       Adjustments.

         (a) If the  outstanding  shares of the Company's  Common Stock shall be
subdivided  into a greater  number of shares or a dividend in Common Stock shall
be paid in respect of Common  Stock,  the Purchase  Price in effect  immediately
prior  to  such  subdivision  or at the  record  date  of  such  dividend  shall
simultaneously  with the  effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately  reduced. If the outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
Purchase  Price  in  effect   immediately  prior  to  such  combination   shall,
simultaneously  with the effectiveness of such combination,  be  proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant  Stock  purchasable  upon the  exercise of a Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares  issuable upon the exercise of a Warrant  immediately  prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such  adjustment,  by (ii) the Purchase Price in effect  immediately  after such
adjustment.  Whenever  any  adjustments  are required to be made by this Section
2(a),  similar  adjustments with respect to the number of and exercise prices of
the Company's Class B and Class C Warrants shall also be made.

         (b) If there shall occur any capital reorganization or reclassification
of the Company's Common Stock (other than a change in par value or a subdivision
or combination as provided for in subsection 2(a) above),  or any  consolidation
or merger of the Company with or into another corporation,  or a transfer of all
or  substantially  all of  the  assets  of the  Company,  or  the  payment  of a
liquidating   distribution   then,   as   part  of  any   such   reorganization,
reclassification,  consolidation,  merger,  sale  or  liquidating  distribution,
lawful  provision  shall be made so that the  Registered  Holder of this Warrant
Certificate  shall have the right thereafter to receive upon the exercise hereof
(to the  extent,  if any,  still  exercisable)  the kind and amount of shares of
stock or other  securities or property which such  Registered  Holder would have
been  entitled  to receive  if,  immediately  prior to any such  reorganization,
reclassification,  consolidation,  merger, sale or liquidating distribution,  as
the case may be, such Registered  Holder had held the number of shares of Common
Stock which were then  purchasable  upon the exercise of a Warrant.  In any such
case, appropriate adjustment (as reasonably determined by the Board of Directors
of the Company)  shall be made in the  application  of the  provisions set forth
herein with respect to the rights and  interests  thereafter  of the  Registered
Holder of this Warrant  Certificate  such that the  provisions set forth in this
Section 2  (including  provisions  with  respect to  adjustment  of the Purchase
Price) shall thereafter be applicable,  as nearly as is reasonably  practicable,
in relation to any shares of stock or other  securities  or property  thereafter
deliverable upon the exercise of a Warrant.

         (c) In any  case in  which  this  Section  2  shall  require  that  any
adjustment in the number of shares of Warrant Stock or other  property for which
a Warrant may be exercised be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event issuing
to the Registered Holder the amount of Warrant Stock and other property, if any,
issuable  upon  exercise  of a Warrant  after such  record date that is over and
above the Warrant Stock and other property,  if any, issuable upon exercise of a
Warrant as in effect prior to such  adjustment;  provided  that upon request the
Company shall deliver to the Registered  Holder a due bill or other  appropriate
instrument  evidencing the Registered  Holder's right to receive such additional
shares or property upon the occurrence of the event requiring such adjustment.

         (d) When any  adjustment is required to be made in the Purchase  Price,
the Company shall promptly mail to the Registered  Holder a certificate  setting
forth the  Purchase  Price  after  such  adjustment  and  setting  forth a brief
statement of the facts requiring such adjustment.  Such  certificate  shall also
set forth the kind and amount of stock or other securities or property for which
a Warrant shall be  exercisable  following  the  occurrence of any of the events
specified in subsection 2(a) or 2(b) above.

3.       Fractional Shares.

         The  Company  shall not be required  upon the  exercise of a Warrant to
issue any fractional  shares,  but shall make an adjustment  therefor in cash on
the basis of the mean  between the low bid and high asked  prices of the Warrant
Stock on the OTC Bulletin  Board, or the mean between the low bid and high asked
prices of the Warrant  Stock on the  over-the-counter  market as reported by the
National  Association  of Securities  Dealers  Automated  Quotations  ("NASDAQ")
System or the closing market price of the Warrant Stock on a national securities
exchange on the trading day immediately prior to the date of exercise, whichever
is applicable,  or if none is  applicable,  then on the basis of the then market
value of the Warrant  Stock as shall be  reasonably  determined  by the Board of
Directors of the Company.

4.       Limitation on Sales.

         (a) The Registered  Holder,  and each subsequent holder of this Warrant
Certificate,  if any, acknowledges that the Warrants,  the Warrant Stock and the
Class B Warrants have not been  registered  under the Securities Act of 1933, as
now in force or hereafter amended, or any successor legislation (the "Act"), and
agrees not to sell, pledge,  distribute,  offer for sale,  transfer or otherwise
dispose of any of the Warrants, the Warrant Stock or the Class B Warrants issued
upon its  exercise in the  absence of (i) an  effective  registration  statement
under the Act as to a Warrant,  such Warrant  Stock or such Class B Warrants and
registration or qualification  of a Warrant,  such Warrant Stock or such Class B
Warrants under any applicable  blue sky or state  securities law then in effect,
or  (ii)  an  opinion  of  counsel,  satisfactory  to  the  Company,  that  such
registration and qualification are not required. Without limiting the generality
of the foregoing, unless the offering and sale of the Warrant Stock or the Class
B Warrants to be issued  upon the  particular  exercise of a Warrant  shall have
been  effectively  registered  under  the  Act,  the  Company  shall be under no
obligation to issue the shares or warrants  covered by such exercise  unless and
until the Registered Holder shall have executed an investment letter in form and
substance satisfactory to the Company,  including a warranty at the time of such
exercise that it is acquiring  such shares or warrants for its own account,  for
investment  and  not  with a view  to,  or for  sale  in  connection  with,  the
distribution  of any such  shares or  warrants,  in which  event the  Registered
Holder  shall be bound by the  provisions  of a  legend  to such  effect  on the
certificate(s)  representing  the  Warrant  Stock or the  Class B  Warrants.  In
addition,  without  limiting the  generality of the  foregoing,  the Company may
delay issuance of the Warrant Stock or the Class B Warrants until  completion of
any action or obtaining of any consent,  which the Company believes necessary or
advisable  under  any  applicable  law  (including   without   limitation  state
securities or "blue sky" laws).

         (b) The  Registered  Holder  agrees,  and each other  holder of Warrant
Stock  agrees,  if requested  by the Company  and/or the  representative  of the
underwriters  underwriting  an offering of Common Stock (or other  securities of
the Company) from time to time, not to sell or otherwise  transfer or dispose of
any Warrant  Stock then held by the  Registered  Holder and/or such other holder
during such period of time  following  the  effective  date of any  registration
statement of the Company filed under the Act for the period of time with respect
to which a majority of the  executive  officers of the Company agree not to sell
shares of Common Stock (or other  securities  of the  Company).  Such  agreement
shall  be  in  writing  in  a  form   satisfactory   to  the  Company  and  such
representative.  The Company may impose stop-transfer  instructions with respect
to the Warrant Stock subject to the foregoing  restriction until the end of such
period.

5.       Reservation of Stock.

         The Company will at all times  reserve and keep  available,  solely for
issuance  and delivery  upon the  exercise of a Warrant,  such shares of Warrant
Stock and other stock,  securities  and property,  as from time to time shall be
issuable upon the exercise of a Warrant.

6.   Replacement of Warrant Certificates.

         Upon receipt of evidence reasonably  satisfactory to the Company of the
loss, theft,  destruction or mutilation of this Warrant  Certificate and (in the
case of loss,  theft or  destruction)  upon  delivery of an indemnity  agreement
(with surety if reasonably required) in an amount reasonably satisfactory to the
Company,  or (in the case of mutilation) upon surrender and cancellation of this
Warrant  Certificate,  the Company will issue,  in lieu  thereof,  a new Warrant
Certificate of like tenor.

7.       Transfers. etc.

         Subject to Section 4 above:

         (a) The  Company  will  maintain  a register  containing  the names and
addresses of the Registered Holders of this Warrant Certificate.  The Registered
Holder may change its address as shown on the warrant register by written notice
to the Company requesting such change.
         (b)  This  Warrant   Certificate  shall  not  be  transferable  by  the
Registered  Holder  and  shall be  exercisable  only by the  Registered  Holder;
provided  that  this  Warrant  Certificate  may be  transferred  to,  and may be
exercisable  by, any company that  directly,  or indirectly  through one or more
intermediaries,  is  controlled  by,  or  is  under  common  control  with,  the
Registered Holder. Subject to the foregoing,  this Warrant Certificate shall not
be assigned,  pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution,  attachment or similar process
without  the prior  written  consent of the  Company.  Any  attempted  transfer,
assignment,   pledge,   hypothecation  or  other  disposition  of  this  Warrant
Certificate  or of any rights  granted  hereunder  contrary to the provisions of
this  Section  7, or the levy of any  attachment  or similar  process  upon this
Warrant Certificate or such rights, shall be null and void.

          (c) Until any  transfer  of this  Warrant  Certificate  is made in the
warrant  register,  the Company may treat the Registered  Holder of this Warrant
Certificate  as the absolute owner hereof for all purposes;  provided,  however,
that if and when this Warrant  Certificate  is properly  assigned in blank,  the
Company  may (but  shall not be  obligated  to) treat the  bearer  hereof as the
absolute  owner  hereof  for all  purposes,  notwithstanding  any  notice to the
contrary.

8.       Redemptions.

         Any Warrant may be redeemed prior to its expiration date, at the option
of the Company, upon notice, at the price of $.01 per Warrant, provided, (i) the
closing bid quotation of the Common Stock as quoted by the National  Association
of Securities  Dealers Automated  Quotation System;  (ii) the last reported sale
price,  regular way, or if no such  reported  sale has occurred on any such day,
the average of the closing bid and asked  prices,  regular way, on the principal
national  securities exchange on which the Common Stock is listed or admitted to
trading, or (iii) if not so quoted or reported, the average of the bid and asked
prices as furnished by two members of the NASD selected for that purpose, in any
such case, has been at least $2.25, on each of the ten (10) consecutive  trading
days ending on the third (3rd) day prior to the day on which notice is given.

9. Mailing of Notices, etc.

         All notices and other communications from the Company to the Registered
Holder of this Warrant  shall be mailed by  first-class  certified or registered
mail, postage prepaid, to the address furnished to the Company in writing by the
last Registered  Holder of this Warrant  Certificate who shall have furnished an
address to the Company in writing. All notices and other communications from the
Registered Holder of this Warrant  Certificate or in connection  herewith to the
Company shall be mailed by  first-class  certified or registered  mail,  postage
prepaid, to the Company at its offices at 625 Howe Street, Suite 402, Vancouver,
B.C.  V6C-2T6,  or such  other  address  as the  Company  shall  so  notify  the
Registered Holder.

10.      No Rights as Stockholder.

         Until the exercise of a Warrant,  the Registered Holder of this Warrant
Certificate  shall  not have or  exercise  any  rights  by  virtue  hereof  as a
stockholder of the Company.

11.      Change or Waiver.

         Any term of this Warrant  Certificate  may be changed or waived only by
an instrument in writing  signed by the party against which  enforcement  of the
change or waiver is sought.

12.      Headings.

         The headings in this Warrant  Certificate are for purposes of reference
only and shall not limit or  otherwise  affect the meaning of any  provision  of
this Warrant Certificate.

13.      Governing Law.

         THIS  WARRANT   CERTIFICATE  WILL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

         IN WITNESS WHEREOF, the undersigned has set his hand hereunto as of the
20th day of September, 1999.

                                                  LINKSXPRESS.COM, INC.


                                                  By: /s/ Ian Scott Moncrieff
                                                  Ian Scott Moncrieff, President


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                                                                  22


                                                      EXHIBIT A

                                                   PURCHASE FORM

LinksXpress.com, Inc.
625 Howe Street, Suite 402
Vancouver, B.C.  V6C-2T6

Gentlemen:

         The  undersigned  pursuant to the  provisions set forth in the attached
Warrant  Certificate  hereby  irrevocably elects to purchase _________ shares of
the Common Stock (the "Common  Stock")  covered by such Warrant  Certificate and
herewith makes payment of  $_____________,  representing the full purchase price
for such shares at the price per share provided for in such Warrant Certificate.

         The undersigned understands and acknowledges the terms and restrictions
on the right to transfer  or dispose of the Common  Stock set forth in Section 4
of the  attached  Warrant  Certificate,  which  the  undersigned  has  carefully
reviewed. The undersigned consents to the placing of a legend on its certificate
for the Common  Stock  referring  to such  restrictions  and the placing of stop
transfer orders until the Common Stock may be transferred in accordance with the
terms of such restrictions.



                                                     By:________________________

                                                     Name:______________________

                                                     Title:_____________________

                                                     Dated:_____________________